rashel agrotech limitedrashel agrotech limited annual report 2012 – 2013 - 2 - notice notice is...

RASHEL AGROTECH LIMITED

18TH

ANNUAL REPORT

2012 – 2013

RASHEL AGROTECH LIMITED ANNUAL REPORT 2012 – 2013

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CORPORATE INFORMATION

CONTENTS

Page No. Director’s Report 5 Auditor’s Report 8 Report on Corporate Governance 14 Balance Sheet 25 Profit and Loss Account 26 Schedules 28 Notes to the Accounts 34

BANKERS

The Pratap Co‐op Bank Limited

AUDITORS M/S LAKHPAT M TRIVEDI & CO. Chartered Accountants

REGISTERED OFFICE

124, Radio Colony, Indore (M.P.) – 452 001

REGISTRAR & TRANSFER AGENT M/s Adroit Corporate Services Pvt Ltd. 19/20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri – East, Mumbai – 400 059. Tel – 2859 6060 Fax – 2850 3748.

ISIN NO. – INE029D01015

BOARD OF DIRECTORS

Sathish Karmalkar Director

Ramavtar Kankani Director

Prem Ratan Bhutra Director

Pradeep Mardhekar Director


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NOTICE

NOTICE is hereby given that the 18th Annual General Meeting of the Members of M/s RASHEL AGROTECH LIMITED will be held at the Registered Office of the Company at 124, Radio Colony, Indore (M.P.) – 452 001 on Monday, the 30th September, 2013 at 1.00 p.m. to transact the following business: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2012 and Profit & Loss Account of the

Company for the year ended on that date together with the Reports of Directors and Auditors thereon. 2. To appoint a Director in place of Mr. Pradeep Mardhekar, who retires by rotation and being eligible, offers

himself for re‐appointments. 3. To appoint M/s. Lakhpat M Trivedi & Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the

Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting on such remuneration as shall be fixed by the Board of Directors.

By Order of the Board of Directors For Rashel Agrotech Limited

Sd/‐ Premratan Bhutra

Director Place : Indore Date : 19.08.2013


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NOTES 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. PROXY IN ORDER TO BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

2. The share Transfer Books and Members Register of the Companies will remain closed from 26th September, 2013

to 30th September, 2013 (both days inclusive) in terms of the provision of Section 154 of the Companies Act, 1956.

3. A) Members are requested to notify immediately any change of address;

o To their Depository Participants (Dps) in respect of their electronic share accounts and

o To the Company to its Share Transfer Agents in respect of their physical share

folios, if any.

B) In case the mailing address on this Annual Report is without the PINCODE, members are requested to kindly inform their PINCODE immediately.

4) Non‐resident Indian Shareholders are requested to inform Share Transfer Agents immediately:

A) The change in the residential status on return to India for permanent settlement.

B) The particulars of NRE Account with a Bank in India, if not furnished earlier.

5) Members who are holding shares in identical order of names in more than one folio are requested to send to the

Company the details of such folios together with the share certificates for consolidating their holding in one folio. The share certificates will be returned to the members after making requisite changes thereon.

6) Members desires of obtaining any information concerning Accounts and Operations of the Company are

requested to address their questions writing to the Company at least 7 days before the date of the Meeting so that the information required may be made available at the Meeting.

7) The Company has connectivity from the CDSL & NSDL and equity shares of the Company may also be held in the

Electronic form with any Depository Participant (DP) with whom the members / investors having their depository account. The ISIN No. for the Equity Shares of the Company is INE029D01015. In case of any query / difficulty in any matter relating thereto may be addressed to the Share Transfer Agents, M/s Adroit Corporate Services Pvt. Ltd., 19/20, Jafferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai – 400 059.

9) As per the provisions of the Companies Act, 1956, facility for making nominations is now available to INDIVIDUALS holding shares in the Company. The Nomination Form‐2B prescribed by the Government can be obtained from the Share Transfer Agent or may be down load from the website of the Department of Company Affairs.

10) Your Company has implemented the Green Initiative as per the Ministry of Corporate Affairs ("MCA") Circular Nos. 17/2011 and 18/2011 dated April 21,2011 and April 29,2011, respectively, which allows the Company to serve all notices/ documents and annual reports to its shareholders through an electronic mode. Henceforth, the email addresses registered by the shareholders : (a) in respect of shareholding in demat mode ‐ with the


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respective Depository Participant which will be periodically downloaded from NSDL / CDSL, and (b) in respect of physical holding ‐ through a written request letter to the Registrar and Transfer Agent of the Company M/s. Adroit Corporate Services Private Limited; will be deemed to be the registered email address for serving all notices / documents including those covered under Section 219 read with Section 53 of the Companies Act. Members are therefore requested to keep their email addresses updated in case of electronic holding with their respective Depository Participant and in case of physical holding with the Registrar and Transfer Agent of the Company. The Annual Report of your Company for the Financial Year 2012‐13 is displayed on the website of the Company i.e. www.rashelagrotech.com. As a member of the Company you will be entitled to be furnished, free of cost, an Annual Report of the Company upon receipt of a written request from you at anytime.

INFORMATION REQUIRED TO BE FURNISHED UNDER THE LISTING AGREEMENT As required under the Listing Agreement, the particulars of Directors who are proposed to be appointed/re‐appointed are

given below:

Name Age Educational

Qualification Experience No. of shares

held Mr Pradeep Mardhekar 24 Under‐Graduate More than 5 years experience in

the field of marketing and finance NIL





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DIRECTORS’ REPORT

TO, THE MEMBERS, RASHEL AGROTECH LIMITED Your Directors have pleasure in presenting the 18th Annual Report and the Audited Accounts for the year ended on 31st March, 2013. BUSINESS PERFORMANCE:

Rs. In Lacs Current Year Current Year Ended Ended 31‐03‐2013 31‐03‐2012 (Rs. In Lacs) (Rs. In Lacs) Profit before Tax 2.11 2.11 Less : Provision For Tax 0.50 0.50 Less : Deffered Tax ‐ ‐ Less : Short/ Excess earlier year ‐ ‐ Profit after Tax 1.61 1.61Profit / (Loss) brought from Previous Year (66.93) (66.93) Balance carried to the Balance Sheet (65.32) (65.32)

PERFORMANCE : The resources of the Company were optimally utilized to maximize the return with minimize risk. The Proactive and Pragmatic approach of the Company has reflected in the results in spite of the difficult and turbulent Economic conditions prevailing in the Country. DIVIDEND : Your Directors do not recommend any dividend for the year ended 31st March, 2013 in view to conserve the resources. DIRECTORS : Mr. Pradeep Mardhekar, Director of the Company retires by rotation and being eligible offers himself for re‐appointment. A brief resume of the Director retiring by rotation at the ensuing Annual General Meeting and of the Additional Directors whose candidature has been proposed by the member, nature of their expertise in specific functional areas and name of Companies in which they hold directorship and/or membership/ chairmanship of Committees of the Board, as stipulated under Clause 49 of the listing agreement with the Stock Exchanges, is given in the section on Corporate Governance elsewhere in the Annual Report. FIXED DEPOSITS : The Company did not invite/accept/renew any fixed deposits during the year under review. DEMATERIALISATION OF SHARES : Your Company has connectivity with the NSDL & CDSL for dematerialization of its Equity Shares. The ISIN No.


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INE029D01015 has been allotted for the Company. Therefore, the members and / or investors may keep their shareholdings in the electronic mode with their Depository Participant. PARTICULARS OF EMPLOYEES : There is no employee covered pursuant to provisions of section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended vide Notification no. GSR 839 (c) dated 25/10/2000. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE : Details of Energy, conservation research and development activities undertaken by the Company along with the information in accordance with provisions of Section 217(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in respect of Board of Directors), Rules, 1998 is given in the Annexure. AUDITORS REPORT : The observations of the Auditors in their report, read with noted annexed to accounts, are self explanatory and therefore do not call for the any further comment and explanation under section 217(3) of the Companies Act, 1956. AUDITORS : M/s Lakhpat M Trivedi & Co., the Auditors retire at the ensuing Annual General Meeting but being eligible offer themselves for reappointed. The Company has received the letter from Auditors to the effect that their appointment if made it would be within the prescribed limits under section 224 (1B) of the Companies Act, 1956. Your Directors recommend reappointment of M/s Lakhpat M Trivedi & Co. as the Auditors of the Company. DIRECTORS RESPONSIBILITY STATEMENT As required under section 217(2AA) of the Companies Act, 1956 relating to the Directors Responsibility Statement, it is hereby confirmed that: In the preparation of the Annual Account for the financial year ended 31st March, 2013 the applicable accounting standard have been followed along with proper explanations relating to material departures. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are responsible and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the Profit or Loss of the Company for the year ended on that date. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The Directors have prepared the Annual Accounts on a going concern basis. STATEMENT PURSUANT TO LISTING AGREEMENTS The company’s shares are listed with The Bombay Stock Exchange Limited. Your Company has paid the respective Annual Listing fees up to date and there are no arrears. ACKNOWLEDGEMENT The Directors wish to place on records their appreciation of the contributions made by the employees at the all levels,


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whose continued commitment and dedication helped the Company to achieve better results. The Directors also wish to thank customers, bankers, etc. for their continued support. Finally your Directors would like to express their sincere & whole‐hearted gratitude to all of you for your faith in us in your Co‐operation & never failing support.





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AUDITORS’ REPORT TO, THE MEMBERS, RASHEL AGROTECH LIMITED. We have audited the attached Balance Sheet of M/S RASHEL AGROTECH LIMITED as at 31ST Mar, 2013, Profit & Loss A/c for the year ended on that date. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Auditing Standards generally accepted in India. These standards require that, we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from any material misstatement. An audit also includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. As required by the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companied Act, 1956, we enclose in the Annexure statement on the matters specified therein. We further report that: 4. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary

for the purpose of our audit. 5. In our opinion, the company has maintained proper record as required by law so far as it appears from our

examination of the books of accounts. 6. The Balance Sheet, the Profit & Loss Account and the Cash Flow Statement dealt with by this report are in agreement

with the books of accounts of the Company; 7. In our opinion the Balance Sheet and the Profit & Loss Account and the Cash Flow Statement comply with the

Accounting Standards referred to in sub‐section [3C] of Section 211 of the Companies Act. 1956. 8. On the basis of written representation received from Director and taken on record by the Board of Directors, we

report that none of the Directors are disqualified from being appointed as a Director in terms of Clause (g) of sub section (1) of section 274 of the Companies Act, 1956.


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9. In our opinion and according to the information and explanations given to us, the said accounts read together with

the notes thereon, gives the information required by the Companies Act, 1956 and in the manner as required and give a true and fair view: a. In the case of the Balance Sheet of the state of affairs of the Company as on 31st March, 2013.

b. In the case of Profit & Loss Account of the Profit of the Company for the year ended on that date; and

c. In the case of Cash Flow statement, of the cash flow for the year ended on that date.

Place: Mumbai Date: 30.05.2013

For Lakhpat M Trivedi & Co. Chartered Accountants

Sd/‐ Lakhpat M Trivedi

Proprietor M. No. 109047


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ANNEXURE TO THE AUDITORS’ REPORT

(Statement referred to in our Report of even date on the Accounts of M/S Rashel Agrotech Limited for the year ended on 31st March, 2013.)

1) The Company has maintained proper records showing full particulars, including quantitative details and situation of

fixed Assets.

As explained to us, the fixed assets of the Company are physically verified by the management at reasonable intervals, during the year in accordance with the regular program which in our opinion is reasonable having regard to the size of the Company and the nature of its assets. No material discrepancies were noticed on such verification.

The Company has not disposed off any substantial part of its Fixed Assets during the year, so as to affect its going concern.

2) As explained to us, inventories have been physically verified during the year by the Management. The intervals at

which the inventories have been verified are, in our opinion reasonable in relation to the size of the Company and the nature of its business.

The procedures explained to us, which are followed by the Management for physical verification of inventories, are, in our opinion reasonable and adequate in relation to the size of the Company and the nature of its business

On the basis of our examination, we are of opinion that, the company is maintaining proper records of its inventory. Discrepancies which were noticed on physical verification of inventory as compared to book records have been properly dealt with in the books of account.

3) According to the information and explanations given to us, the Company has not granted any loan, Secured or

Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956. According to the information and explanations given to us, the Company has not taken any loan, Secured or Unsecured to Companies, Firms or other parties listed in the register maintained under section 301 and/or from the Companies under the same Management as defined under section 370 (1B) of the Companies Act, 1956.

4) In our opinion and according to the information and explanation given to us there are adequate Internal Control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to purchase of inventory, fixed assets and with regard to sale of goods and services. During the course of our audit, no major weakness in internal control has come to our notice

5) On the basis of the audit procedures performed by us, and according to the information, explanations and

representations given to us, we are of the opinion that, the transactions in which directors were interested, and which were required to be entered in the register maintained under Section 301 of the Companied Act, 1956, have been so entered.

In our opinion and according to the information and explanations given to us, the transactions made in pursuance of contracts or arrangements entered in the register maintained under Section 301 of the Companies Act, 1956 exceeding the value of Rupees five lacs in respect of any party during the year have been made at prices which are reasonable having regard to market prices prevailing at that time.


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8) In our opinion and according to the information and explanations given to us the Company has not accepted any deposit from the public during the year as stated in the provisions of Section 58 A of the Companies Act, 1956.

9) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business. 10) The provisions of Section 209 (1) (d) of the Companies Act, 1956 are not applicable to the Company. 11) According to the records of the Company, there were no undisputed statutory dues including Provident Fund,

Employees' State Insurance, Income Tax, Sales Tax, Wealth Tax, Custom Duty, Cess and other Statutory dues applicable to it as at 31st March, 2013 for a period of more than six months from the date they became payable.

12) The Company, neither has losses at the end of the year ended nor has incurred cash losses, both, in the financial year

under report and in the immediately preceding financial year. 13) On the basis of the record examine by us and the information and explanation given to us, the company has taken

loans from the scheduled bank against proper hypothecation of the property. 14) As explained to us, the Company has not granted any loans and advances on the basis of security by way of pledge of

shares or other securities. 15) In our opinion and according to the information and explanations given to us, the nature of activities of the Company

does not attract any special statute applicable to chit fund and nidhi/mutual benefit fund, Societies. 16) In our opinion, and according to the information and explanations given to us, The Company has maintained proper

record of the transaction and contracts of the trading and shares, securities, debentures and other investments. All the entries with respect to investments were timely entered in the books of accounts. All investments at the close of the year are generally held in the name of the Company except in a few cases where the titles to the investments are in dispute or are in the process of transfer.

15) According to the information and explanations given to us, and the representations made by the management, the

Company has not given any guarantee for loan taken by others from bank or financial institutions. 16) According to the information and explanations given to us, the term loans tekan by the Company have been applied

for the purpose for which they are raised. 17) The Company has not made any preferential allotment of shares to the parties or Companies covered in the register

maintained under section 301 of the Companies Act, 1956 during the financial year. 18) The Company has not issued any debentures during the year.


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19) Based upon the audit procedures performed by us for expressing our opinion on these financial statements and

information and explanations given by the Management, we report that no fraud on or by the Company has been noticed or reported during the year.






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CERTIFICATES

TO, THE MEMBERS, RASHEL AGROTECH LIMITED We have reviewed the records concerning the Company’s compliance of conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement entered into, by the Company, with the Stock Exchange of India, for the financial year ended 31ST March, 2013. The compliance of conditions of corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. We have conducted our review on the basis of the relevant records and documents maintained by the Company and furnished to us for the review and the information and explanation given to us by the Company. Based on such a review, in our opinion the Company has complied with the condition of Corporate Governance, as stipulated in Clause 49 of the Listing Agreements. We further state that, such compliance is neither an assurance as to the future viability of the Company, nor as to the efficiency or effectiveness with which the management has conducted the affairs of the Company.






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CORPORATE GOVERNANCE REPORT The detailed report on Corporate Governance as per the format prescribed by SEBI and incorporated in Clause 49 of the Listing Agreement is set out below: MANDATORY REQUIRMENTS A. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE The Company's Philosophy on Corporate Governance envisages the attainment of the high level of transparency and accountability in the functioning of the Company and assist the top management of the Company in the efficient conduct of its business internally and externally, including its inter‐action with employees, shareholders, creditors, consumers and institutional and other lenders and place due emphasis on regulatory compliance. The Company believes that its system and actions must be followed for enhancing corporate performance and maximizing shareholder value in the long term. In compliances with the regulatory requirements and effective implementation of Corporate Governance practices, the Company has adopted the following codes of governance in accordance with the applicable regulations of Security & Exchange Board of India:

• Code of Conduct for prevention of Insider Trading; or regulation in dealings of the Directors and Employees of the Company possessing or likely to possess price‐sensitive information, in the securities of the Company;

• Code of Conduct for the Board of Directors and Senior Management. B. BOARD OF DIRECTORS COMPOSITION AND CATEGORY 1. Executive Directors. 2. Independent, Non‐Executive Directors. The Company believes that an active, well informed and independent Board of Directors is vital to achieve the apex standards of Corporate Governance. The Board of Directors of the Company comprises of an optimal combination of executive, non‐executive and independent directors so to preserve and maintain the independence of the Board and Composition as on 31st March 2013 was as follows:

Particulars

Composition of the Board

No. of Directors % to the Board

Promoter & Director ‐ Executive 1 25% Executive Director NIL ‐ Independent, Non‐Executive Director 3 75%

Total 4 100% The composition of the Board of Directors is in accordance with the requirements of the revised Clause 49 of the Listing Agreement, the Companies Act, 1956 and the Articles of Association of the Company


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Independent Directors are Directors, who apart from receiving Directors' remuneration do not have any other material pecuniary relationship or transactions with the Company. The Present composition of the Board of Directors and also the number of other Board of Directors or Board Committees of which he is a member/Chairman are as under.

Sr. No. Name of Director Category of Directorship No. of other Directorships* (i)

001 Mr. Satish Karmalkar Executive Chairman Nil 002 Mr. Ramavtar Kankani Independent Director Nil 003 Mr. Prem Ratan Bhutra Independent Director One 004 Mr. Pradeep Mardhekar Independent Director Nil *Excludes Directorship in Indian Private Limited Companies, membership of Managing Committees of various bodies. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING

During the financial year ended 31st March, 2013 Five Board Meeting were held on 29/05/2012, 14/08/2012, 19/08/2012, 15/11/2012 and 14/02/2013. The attendance of each Director at Board Meetings and the last Annual General Meeting (AGM) is as under. Sr.No Name of Directors No of

Meetings Attended

Attendance at last AGM held on 28.09.2012

001 Mr. Satish Karmalkar 5 Present 002 Mr. Ramavtar Kankani 5 Present 003 Mr. Prem Ratan Bhutra 5 Present 004 Mr. Pradeep Mardhekar 5 Present Details of the Directors retiring by rotation and seeking Re‐appointment at the Annual General Meeting. (Pursuant to clause 49 of the listing agreement)

Name Mr. Pradeep Mardhekar

Date of Birth 11.07.1990

List of Directorship in other Companies

None

List of Membership in other Companies*

None

No of Shares held Nil *Excludes Directorship in Indian Private Limited Companies, membership of Managing Committees of various bodies


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C. AUDIT COMMITTEE BROAD TERMS OF REFERENCE The terms of reference of this Committee cover the matters specified for Audit Committee under Clause 49 of the Listing Agreement as well as in Section 292A of the Companies Act, 1956. The terms of reference of the Audit Committee include the following: • Reviewing the Company's financial reporting process and the disclosure of its financial information. • Recommending the appointment and removal of statutory auditors, fixation of audit fees and also to approve

payment for other services. • Reviewing the quarterly and annual financial statements with primary focus on accounting policies and practices,

compliance with accounting standards and legal requirements concerning financial statements. • Reviewing the adequacy of internal control systems and internal audit function, ensuring compliance of internal

control systems and reviewing the Company's financial and risk management policies. • Reviewing the reports furnished by the statutory auditors and ensure suitable follow‐ups thereon. The role of the Audit Committee is to supervise the Company's reporting process and disclosure of its financial information, to recommend the appointment of Statutory Auditors and fixation of their remuneration, to review and discuss with the Auditors about adequacy of internal control systems, the scope of Audit including the observations of the Auditors, major accounting policies, practices and entries, compliances with accounting standards and listing agreement with the stock exchanges, reviewing with the management the annual financial statements before submission of the same to the Board for approval with reference to matters to be included in the Directors Responsibility Statement, adjustments to be made in the financial statements arising out of Audit findings, qualifications in the Draft Audit Report, Disclosure of any related party transaction and other legal requirements concerning financial statements, if any, to review the Company's financial and risk management policies and discuss with the internal auditors and significant findings for follow‐up thereon, to review the quarterly, half yearly and annual financial statements before they are submitted to the Board of Directors. As per the recent circular issued by the ministry of corporate affairs and better operations, the audit committee is also assigned the task of recommending the appointment of cost auditors, to ensure their independence, scope of work, review their performance etc. COMPOSITION The Audit Committee of the Company comprises Three Directors. All these Directors posses knowledge of corporate finance, accounts and Company law. The Chairman of the Committee is a Non‐Executive, Director nominated by the Board. The statutory Auditors and the Executives in the Finance Department are invitees to the Meetings. The Board of Directors at the subsequent Board Meeting notes the minutes of the Audit Committee Meetings.


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The present constitution of the Audit Committee is as follows:

1. Mr. Prem Ratan Bhutra : Chairman. 2. Mr. Satish Karmalkar : Member. 3. Mr. Ramavtar Kankani : Member.

MEETINGS AND ATTENDANCE During the financial year ended 31st March, 2013, Five Audit Committee Meetings were held on 29/05/2012, 14/08/2012, 19/08/2012, 15/11/2012 and 14/02/2013. The attendance at the Audit Committee Meetings is as under: Sr. No. Name of the Directors No. of Meeting

attended 001 Mr. Prem Ratan Bhutra 5 002 Mr. Satish Karmalkar 5 003 Mr. Ramavtar Kankani 5

INTERNAL AUDITORS The Company has in‐built system of internal checks and to review the internal control systems of the Company and to report thereon. The report of such reviews is being submitted to the Audit Committee. D. REMUNERATION COMMITTEE The Remuneration Committee of the Company comprises Three Directors. The Present constitution of the Remuneration Committee is as follows: 1. Mr. Ramavtar Kankani : Chairman. 2. Mr. Pradeep Mardhekar : Member. 3. Mr. Premratan Bhutra : Member. The remuneration committee mainly looks after fixation of salary, perquisites and commissions etc. to the directors of the company. REMUNERATION POLICY The Remuneration Policy of the Company is based upon well defined performance and responsibility criterions. The Company endeavours to attract, retain, develop and motivate its high skilled and dedicated personnel through its Remuneration Policy. The Non‐Executive Directors did not draw any remuneration (other than sitting fees) from the Company during the Financial Year under review.


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• Appointment, terms, conditions and payment of Remuneration to the Managing Director/ Wholetime Director/ Executive Director is governed by the resolutions passed by the Remuneration/ Compensation Committee, Board of Directors and Members of the Company, where necessary. The remuneration structure comprises salary, incentive allowances, perquisites and allowance, contribution to PF and superannuation, as per Company's policy and as applicable from time to time.

• The Company does not have any Employee Stock Option Scheme.

SITTING FEES PAID TO NON‐EXECUTIVE INDEPENDENT DIRECTORS FOR THE FINANCIAL YEAR 2011‐2012: The remuneration of Non‐Executive Independent Directors consists of sitting Fees not exceeding the limits prescribed under Section 309 of the Companies Act 1956, which is decided by the Board within limits approved by the shareholders. The Non‐Executive Independent Directors would be paid sitting fees of Rs. 2500/‐ per Board Meeting or any other Committee Meetings of the Company attended subject to necessary approvals of the Board/ Regulators/ Shareholders. E. SHAREHOLDERS' COMMITTEE The company has constituted a "Share Transfer‐cum‐investors Grievance Committee" comprised of following Directors: 1. Mr. Satish Karmalkar : Chairman. 2. Mr. Pradeep Mardhekar : Member. 3. Mr. Premratan Bhutra : Member.

The Board has delegated to the committee powers to inter alia approve the transfer/transmission of share, issue of duplicate share certificate and review of all matters connected with Investors complaints/ Grievances if any and redressal of the same. The committee also approves requests for issue of new share certificates on spilt / consolidation / renewal / rematerialisation etc. The committee also sees the overall performance of the Registrar and Share Transfer agent, and recommend to the Board of director for improvement in the investor service. The Company Secretary is the Compliance officer. She also acts as the Secretary to the Committee and is responsible for convening and holding of the meetings of the Committee. It meets once in a fortnight to ensure proper services to the shareholders of the company. The Minutes of the committee meeting are placed at the Board Meeting from time to time. COMPLIANCE OFFICER Mr. Premratan Bhutra is the compliance officer in terms of the listing agreement executed by the Company with the Stock Exchange.


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DETAILS OF SHAREHOLDERS COMPLIANCE RECEIVED, NOT SOLVED AND PENDING SHARE TRANSFERS.

Number of shareholders complaints received so far and number of complaints solved to the satisfaction of shareholders.

Sr. Nature of Complaints Received Replied Balance No. of Days No. Taken

1. Received from Share Holders NIL NIL NIL N.A. Revalidation of Dividend NIL NIL NIL N.A. Non receipt of Warrants NIL NIl NIL N.A. Non receipt of Dividend NIL NIL NIL N.A. Non receipt of Share Certificates NIL NIL NIL N.A.

2. Received from SEBI/Stock Exchange NIL NIL NIL N.A. Revalidation of Dividend NIL NIL NIL N.A. Non receipt of Warrants NIL NIL NIL N.A. Non receipt of Dividend NIL NIL NIL N.A. Non receipt of Share Certificates NIL NIL NIL N.A.

There is one outstanding complaint, for non receipt of Dividend.

GENERAL BODY MEETINGS :

Location and time, where last three Annual General Meetings were held is given below :

Financial Year Date Location of Meeting Time

2009‐2010 30/09/2010 124, Radio Colony, Indore – 452 001. 11:00 a.m.

2010‐2011 30/09/2011 124, Radio Colony, Indore – 452 001. 11:00 a.m.

2011‐2012 28/09/2012 124, Radio Colony, Indore – 452 001. 11:30 a.m. G. CEO & CFO CERTIFICATION The Managing Director (CEO) and the Chief Financial Officer (CFO) have certified to the Board of Directors of the Company that: a) They have reviewed financial statements and the Cash Flow Statement for the year and that to the best of their

knowledge and belief:

(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

(ii) These statements together present a true and fair view of the Company's affairs and are in compliance with existing Accounting Standards, applicable laws and regulations.

b) There are, to the best of their knowledge and belief, no transactions entered into by the Company during the year

which are fraudulent, illegal or violate the Company's Code of Conduct. c) They accept responsibility for establishing and maintaining internal controls for Financial Reporting and that they have

evaluated the effectiveness of the internal control systems of the company pertaining to Financial Reporting and they have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any of which they are aware and the steps they have taken or propose to take to rectify these deficiencies.


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d) They have indicated the Auditors and the Audit Committee:

(i) significant changes in internal control over Financial Reporting during the year; (ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes to

the financial statements; and (iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the

management or an employee having a significant role in the Company's Internal Control System over Financial Reporting.

H. DISCLOSURES A. The Company has not entered into any transaction of material nature with the Promoters, Directors or Management,

their subsidiaries or relative that may have potential conflict with the interest of the Company at large. The register of Contracts containing the transactions in which Directors are interested is placed before the Board regularly for its approval.

B. During the last three years, there were no strictures or penalties imposed by either SEBI or the Stock Exchanges or any

statutory authority for non‐compliance of any matter related to the capital market. I. MEANS OF COMMUNICATION : 1. The quarterly and half yearly results are forthwith communicated to all the Stock Exchanges with whom the Company

has listing agreement as soon as they are approved and taken on record by the Board of Directors of the Company. Further the results are published in the newspapers English and Marathi.

2. Management discussion and analysis forms part of the Annual Report, which is posted to the shareholders of the Company.


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J. GENERAL SHAREHOLDERS INFORMATION: • Annual General Meeting Date 30th SEPTEMBER, 2013 Time 1:00 P.M. Venue 124, Radio Colony, Indore (M.P.) – 452 001.

• Financial Calendar APRIL 2013 to MARCH 2014 Financial reporting for the quarter ending June, 2013 JULY END 2013 Financial reporting for the quarter ending September, 2013 OCTOBER END 2013 Financial reporting for the quarter ending December, 2013 JANUARY END 2014 Financial reporting for the quarter ending March, 2014 APRIL END 2014

• Date of Book Closure 26th September, 2013 to 30th September, 2013 (BOTH DAYS INCLUSIVE)

• Registered office 124, Radio Colony, Indore (M.P.) – 452 001.

• Dividend Payment Date NOT APPLICABLE

• Listing on Stock Exchange THE BOMBAY STOCK EXCHANGE LIMITED

THE MADHYA PRADESH STOCK EXCHANGE • Stock Code (The Stock Exchange, Mumbai) 532055

• ISIN No. INE029D01015

Market Price Data :High Low during each month in last financial year.

Date Open High Low Close No. of No. of (Rs.) (Rs.) (Rs.) (Rs.) Shares Trades

April 2012 0.90 0.91 0.86 0.91 601 4

May 2012 0.95 1.26 0.95 1.10 46,527 58

June 2012 1.05 1.05 0.84 0.94 8,251 21

July 2012 0.94 0.94 0.79 0.79 21,243 27

August 2012 0.77 0.77 0.76 0.77 6,977 11

September 2012 0.78 0.88 0.71 0.88 20,383 29

October 2012 0.88 1.00 0.88 0.92 10,706 20

November 2012 0.89 0.92 0.80 0.80 3,215 12

December 2012 0.79 0.84 0.77 0.77 11,093 21

January 2013 0.80 1.32 0.75 1.32 35,351 48

February 2013 1.38 1.97 1.38 1.97 1,47,695 160

March 2013 2.00 2.24 2.00 2.06 54,096 68


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Registrar and Share Transfer Agent M/s Adroit Corporate Services Pvt Ltd 19/20, Jaferbhoy Industrial Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (West), Mumbai ‐ 400 059. Tel Nos ‐ (022) 4227 0400 Fax ‐ (022) 2850 3748 Email ‐ [email protected] Website: www.adroitcorporate.com Share Transfer System : Share certificates received for transfer in physical form and requests for Demat are generally registered / confirmed within 15 days of receipt of the same, provided documents are clear in all respects. The Company also provides simultaneous transfer cum Demat facility to its equity shareholders. Distribution of holding and share holding pattern as on 31st March, 2013.

No. of Equity Shares held

No of Holders % of Holders No. of Shares % of Shares

Upto – 500 1162 45.50 349211 3.64 501‐1000 592 23.18 556194 5.80 1001‐2000 345 13.51 598624 6.24 2001‐3000 124 4.86 340943 3.55 3001‐4000 54 2.11 200804 2.09 4001‐5000 85 3.33 408028 4.25 5001‐10000 100 3.92 952126 9.93 10001 & Above 92 3.60 6178570 64.46 Total 2554 100.00 9584500 100.00


- 23 -

Categories of Shareholding as on March 31, 2013. Category No. of Percentage of Shares held Shareholding

A Promoter's Holding 1) Promoters Indian promoters: 1,29,000 1.35 Foreign Promoters: NIL NIL 2) Persons acting in concert

Sub‐Total 1,29,000 1.35

B Non‐Promoters Holding 3) Institutional Investors NIL NIL a. Mutual Funds and UTI NIL NIL b. Banking, Financial Institutions/Insurance NIL NIL Companies (Central/State Govt. Institutions Non‐government Institutions)

c. FIIs NIL NIL

Sub‐Total NIL NIL 4) Others a. Private Corporate Bodies 45,51,529 47.49 ̀ ` b. Indian Public 48,92,097 51.04 c. NRIs/OCBs 11,874 0.12

d. Any other (Please Specify) NIL NIL

Sub‐total 94,55,500 98.65

Grand Total 95,84,500 100.00

Particulars of Shares held in physical / Electronic form as on 31st March, 2013.

Category No. of shares % of shares

Paper Mode 170,401 1.78 NSDL 7,530,415 78.57 CDSL 1,883,684 19.65

TOTAL 9,584,500 100.00

Depository Services For guidance on depository services, shareholders may write to: Adroit Corporate Services Private Ltd (RTA of the Company), 19/20, Jaferbhoy Industrial Estate,Makwana Road, Marol Naka, Andheri (E), Mumbai ‐ 400 059, Telephone ‐ (022) 4227 0400, Fascimile ‐ (022) 2850 3748, email ‐ [email protected], Website ‐ www.adroitcorporate.com OR


- 24 -

National Securities Depository Ltd, Trade World, A Wing, 4th and 5th Floors, Kamala Mills Compound, Lower Parel, Mumbai ‐ 400 013, Telephone ‐ (022) 2499 4200, Facsimile ‐ (022) 2497 2993 /2497 6351, email ‐ [email protected], Website ‐ www.nsdl.com OR Central Depository Services (India) Ltd, PhirozeJeejeebhoy Towers, 16th Floor, Dalal Street, Mumbai‐ 400 023, Telephone ‐ (022) 2272 3333, Facsimile ‐ (022) 2272 3199 / 2072, email ‐ [email protected], Website ‐ www.cdslindia.com. Outstanding GDRs/ADRs/Warrants or any convertible instruments. The Company has not issued any GDR/ADR/Warrants etc. K. MANAGEMENT DISCUSSION AND ANALYSIS Statement of Management Discussion and Analysis is appearing elsewhere in this Annual Report in terms of the requirement of the Code of Corporate Governance. NON‐MANDATORY REQUIRMENTS CHAIRMAN OF THE BOARD: The Company has a Executive Chairman. REMUNERATION COMMITTEE : The Company has constituted remuneration committee. POSTAL BALLOT: The provision relating to Postal Ballot will be complied with in respect of matters where applicable. DECLARATION BY THE DIRECTOR REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE CODE OF CONDUCT I, Premratan Bhutra, Director of Rashel Agrotech Limited hereby affirm and declare, to the best of my knowledge and belief, and on behalf of the Board of Directors of the Company and Senior Management personnel, that: • The Board of Directors has laid down a code of conduct for all the Board Members and Senior Management of the

Company ["the Code"]; • The Code of Conduct has been posted on the website of the Company; • All the Directors and Senior Management personnel have affirmed their compliance and adherence to the provisions

of the Code of Conduct.

For and on behalf of Board of Directors Sd/‐

Premratan Bhutra Director

Place : Indore Date : 19.08.2013


- 25 -

BALANCE SHEET AS AT 31ST MAR, 2013. PARTICULARS NOTE

NO. AS AT 31.03.2013

(RS.) AS AT 31.03.2012

(RS.) I EQUITY AND LIABILITIES

1. SHAREHOLDER’S FUNDS (a) Share Capital 1 95,845,000 95,845,000 (b) Reserve & Surplus 2 (6,682,983) (6,738,614)

2. NON‐CURRENT LIABILITIES (a) Deferred Tax Liability (Net) 3 (245) (245) (b) Long‐term provisions 4 75,000 114,000 3. CURRENT LIABILITIES

(a) Short‐term borrowings 5 ‐ 100,000 (b) Trade Payables 6 1,940,987 1,466,948 (c) Other current liabilities 7 20,000 72,545 (d) Short‐term Provisions 8 ‐ ‐ TOTAL 91,197,759 90,859,634

II ASSETS

1. NON‐CURRENT ASSETS (a) Fixed Asset 9 (i) Tangible assets 5,396 6,589 (ii) Intangible assets ‐ ‐ (iii) Capital work in progress 315,000 315,000 (b) Non‐current investments 10 35,771,562 47,486,115 (c) Long‐term loans and advances 11 48,123,452 42,259,721 2. CURRENT ASSETS

(b) Trade receivables 12 6,122,046 565,964 (c) Cash and cash equivalents 13 860,303 226,245 TOTAL 91,197,759 90,859,634 See accompanying notes to the financial statements

as per our report of even date

For Lakhpat M Trivedi & Co. For Rashel Agrotech Limited Chartered Accountants Sd/‐ Sd/‐ Sd/‐ Lakhpat M Trivedi (Prem Ratan Bhutra) (Ramavtar Kankani) Proprietor Director Director M. No: 109047 Place : Mumbai Dated : 30.05.2013


- 26 -

PROFIT & LOSS ACCOUNTS FOR THE YEAR ENDED 31st MAR, 2013. PARTICULARS NOTE

NO. YEAR ENDED 31.03.2013

(RS.)

YEAR ENDED 31.03.2012

(RS.) INCOME Revenue from operations 14 17,537,590 20,512,410 Other Income 15 515,283 651,349 Total Revenue 18,052,873 21,163,759 EXPENDITURE Purchases of Finished Goods 16,910,055 19,615,600 Employees benefit expenses 16 541,377 589,309 Depreciation & amortization 1,193 1,456 Other expenses 17 519,617 746,452 Total expenses 17,972,242 20,952,817 Profit / (Loss) before tax 80,631 210,942 Tax expenses ‐ ‐ Current tax 25,000 50,000 Deferred Tax ‐ ‐ Profit / (Loss) before exceptional item 55,631 160,942 Earning per equity shares (1) Basic See accompanying notes to the financial statements

as per our report of even date For Lakhpat M Trivedi & Co. For Rashel Agrotech Limited Chartered Accountants Sd/‐ Sd/‐ Sd/‐ Lakhpat M Trivedi (Prem Ratan Bhutra) (Ramavtar Kankani) Proprietor Director Director M. No: 109047 Place : Mumbai Dated : 30.05.2013


- 27 -

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31st MAR, 2013. PARTICULARS 31/03/2013 31/03/2012

A. Cash Flow from operating activities : Net Profit before Tax as per P & L A/c Adjusted for

Misc Income Interest Income

Depreciation Misc Exp W/off Income tax Paid

55,632 ‐ ‐

1,193 ‐ ‐

210,942‐‐

1,456‐‐

Operating Profit Before Working Capital Changes 56,825 212,398 Add : Adjusted for

Other Current Assest Sundry Debtors Loans & Advances Current Liabilities Closing Stock

‐

(5,556,082) (5,863,731)

282,494 ‐

22,087,271(868,220)

(2,622,926)

Net Cash Inflow/Outflow Operations ( A ) 11,137,319 18,596,125 B. Cash Flow from Investing Activities :

Fixed Assets Investments

‐

11,714,553 ‐

(19,295,012) Net Cash Flow from Investing Activities ( B ) 11,714,553 (19,295,012)

C. Cash Flow from Financial Activities: Share Capital Share Premium Deposits/Unsecured Loans Misc. Expenditure Income Tax Paid

‐ ‐ ‐ ‐ ‐

‐‐‐‐‐

Net Cash Flow from Financing Activities ( C ) ‐ ‐ Net Cash Increase in Cash & Cash Equivalents (A + B + C) 634,058 (486,489) Opening Balances of Cash & Cash Equivalents 226,245 712,734 Closing Balances of Cash & Cash Equivalents 860,303 226,245 NET INFLOW 634,058 (486,489) See accompanying notes to the financial statements

as per our report of even date For Lakhpat M Trivedi & Co. For Rashel Agrotech Limited Chartered Accountants Sd/‐ Sd/‐ Sd/‐ Lakhpat M Trivedi (Prem Ratan Bhutra) (Ramavtar Kankani) Proprietor Director Director M. No: 109047 Place : Mumbai Dated : 30.05.2013


- 28 -

ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31st MAR, 2013 NOTE NO.

PARTICULARS AS AT 31.03.2013 (RS.)

AS AT 31.03.2012(RS.)

1 SHARE CAPITAL AUTHORISED 10000000 Equity Shares of Rs. 10/‐ Each

(P.Y. 10000000 Equity Shares of Rs. 10/‐ Each) 100,000,000 100,000,000

ISSUED, SUBSCRIBED & PAID UP 9584500 Equity Shares of Rs. 10/‐ Each 95,845,000 95,845,000 (P.Y. 9584500 Equity Shares of Rs. 10/‐ Each) 95,845,000 95,845,000

1.1 The reconciliation of the number of shares outstanding is set out below :

Equity Shares at the beginning of the year 9,584,500 9,584,500 Add: Shares issued during the year ‐ ‐ Equity Shares at the end of the year 9,584,500 9,584,500 1.2 Terms / rights attached to equity shares

The company has only one class of equity shares having a par value of Rs. 10/‐ per share.

1.3 Details of shareholders holding more than 5% shares in the company Name of shareholder As at 31st Mar 2013 As at 31st Mar 2012 No of shares held % of Holding No of shares held % of Holding EXTERMPORE SEC & INV LTD 750000 7.83 750000 7.83


- 29 -

ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 PARTICULARS AS AT 31.03.2013

(RS.) AS AT 31.03.2012

(RS.)

2 RESERVE & SURPLUS Capital Reserve

As per last Balance Sheet (a)

‐ ‐

‐‐

Security Premium Account As per last Balance Sheet

(b)

‐ ‐

‐‐

General Reserve As per last Balance Sheet

(c)

‐ ‐

‐‐

Statement of Profit & Loss As per last Balance Sheet Add : profit / (Loss) for the year

(d)

(6,738,614)

55,631 (6,682,983)

(6,899,556)160,942

(6,738,614) Total reserve & surplus (a+b+c+d) (6,682,983) (6,738,614)

PARTICULARS AS AT 31.03.2013

(RS.) AS AT 31.03.2012

(RS.)

3 DEFEERRED TAX ASSET / (LIABILITY) NET i. Deferred Tax liability on account of:

Timing Difference on Depreciation

245 245 ii. Deferred Tax Asset on account of:

Disallowances under Income Tax Act: Unabsorbed Depreciation Allowance Business Loss

‐ ‐ ‐

‐‐‐

(245) (245)


(RS.) AS AT 31.03.2012

(RS.)

4 LONG TERM PROVISIONS Provision for Tax 75,000 114,000 Provision for sub‐assets ‐ ‐ 75,000 114,000


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ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 PARTICULARS AS AT 31.03.2013

(RS.) AS AT 31.03.2012

(RS.)

5 SHORT TERM BORROWINGS Secured Working Capital facilities from Bank ‐ ‐ Total

Unsecured Inter Corporate Loan (refer note 4.1) ‐ 100,000 Total ‐ 100,000

4.1 – Loans are repayable on demand.


(RS.) AS AT 31.03.2012

(RS.)

6 TRADE PAYABLES Due to Micro small & medium Enterprises 1,940,987 1,466,948 Due to others ‐ ‐ 1,940,987 1,466,948


(RS.) AS AT 31.03.2012

(RS.)

7 OTHER CURRENT LIABILITIES Outstanding Expenses 20,000 72,545 20,000 72,545


(RS.) AS AT 31.03.2012

(RS.)

8 SHORT TERM PROVISIONS Standard Debts ‐ ‐ ‐ ‐


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ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 9 FIXED ASSETS PARTICULARS GROSS BLOCK DEPRECIATION NET BLOCK

AS AT ADD/DED AS AT UPTO PROVIDED UPTO AS AT AS AT 01.04.2012 DURING 31.03.2013 01.04.2012 DURING 31.03.2013 31.03.2013 31.03.2012 Tangible Assets Motor Van 191,038 ‐ 191,038 191,038 ‐ 191,038 ‐ ‐Comuter 703,055 ‐ 703,055 703,055 ‐ 703,055 ‐ ‐Furniture & Fixture 106,067 ‐ 106,067 99,478 1,193 98,285 5,396 6,589Scooter 20,482 ‐ 20,482 20,482 ‐ 20,482 ‐ ‐Intangible Assets None ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐TOTAL RS. 1,020,642 ‐ 1,020,642 1,014,053 1,193 1,012,860 5,396 6,589


(RS.) AS AT 31.03.2012

(RS.)

10 NON CURRENT INVESTMENTS Quoted 35,771,562 47,486,115 35,771,562 47,486,115


(RS.) AS AT 31.03.2012

(RS.)

11 LONG‐TERM LOANS AND ADVANCES (Unsecured and Considered good) Loans (Inclusive interest accrues thereon) 47,828,114 42,007,797 Deposit 8,000 8,000 Advance Payment of Tax (Net of provision) 287,338 243,924 48,123,452 42,259,721


(RS.) AS AT 31.03.2012

(RS.)

12 TRADE RECEIVABLES (Unsecured and Considered good) Outstanding for a period exceeding Six Months ‐ ‐ Others 6,122,046 565,964 6,122,046 565,964


(RS.) AS AT 31.03.2012

(RS.)

13 CASH AND BANK BALANCES Cash in Hand 15,431 111,847 Balance with bank in current account 844,872 114,398 Total 860,303 226,245


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ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 PARTICULARS YEAR ENDED

31.03.2013 (RS.)


(RS.) 14 REVENUE FROM OPERATIONS Sales 17,537,590 20,512,410 Other Operating Income ‐ 17,537,590 20,512,410

PARTICULARS YEAR ENDED

31.03.2013 (RS.)


(RS.) 15 OTHER INCOME Interest Received 434,143 593,670 Dividend

Other Income 81,140

‐ 56,5831,096

515,283 651,349


- 33 -

ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 PARTICULARS YEAR ENDED

31.03.2013 (RS.)


(RS.) 16 EMPLOYEE BEBEFIT EXPENSES Salaries 378,000 410,000 Conveyance 20,840 24,568 Staff Welfare Expenses 17,537 29,741 Remuneration to Directors 125,000 125,000 541,377 589,309

PARTICULARS YEAR ENDED

31.03.2013 (RS.)


(RS.) 17 OTHER EXPENSES Advertisement & Sales Promotion 8,560 ‐ Commission & Brokerage ‐ ‐ Conveyance & Travelling expenses ‐ ‐ General expenses 353,383 594,166 Insurance Premium ‐ ‐ Labour Charges ‐ ‐ Legal & Professional Charges 40,455 32,530 Printing, Stationary & Communication expenses 40,674 43,211 Rent, Rate & Taxes 60,000 60,000 Remuneration to Auditors Audit Fees 16,545 16,545 519,617 746,452


- 34 -

ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MAR, 2013 NOTE – 18 NOTES TO ACCOUNT & SIGNIFICANT POLICIES

1. Significant Accounting Policies FIXED ASSETS Fixed Assets are stated at cost of acquisition, inclusive of inward freight, duties and taxes and incidental expenses related to acquisition. DEPRECIATION Depreciation is calculated on Fixed Assets on straight line method in accordance with schedule XIV of the Companies Act, 1956. INVENTORIES Stock is Valued at cost. The closing stock of film produced is valued at Actual Cost by allocating all direct expenses which are related to the production. The fixed expenses under which the allocation was necessary as per the management discretion is allocated to the respective projection to arrive at its Actual cost of production The Work – in – Progress is valued accordingly as per the completion of the projection. All expenses which can be related directly are all Capitalized and added to the cost. INVESTMENTS Investments are valued at cost, any diminution in the value of investments, if considered permanent, is provided for. INCOME FROM INVESTMENTS / DEPOSITS Income from investments / Deposits is credited to revenue in the year in which it accrues expect Dividend which is accounted for on Cash basis. RECOGNITION OF INCOME & EXPENDITURE All income and expenditure are accounted for on accrual basis.

RETIRMENT BENEFITS Provision for Payment of Gratuity Act, 1972 is not applicable and as such no provision is made. Leave Encashment, if any, would be accounted for as and when paid.

2. In the opinion of the Board the value of Current Assets, Loans & Advances have a value in ordinary course of business at least equal to that stated in the Balance Sheet except in case of those show in doubtful. Loans & Advances, Sundry Debtors & Sundry creditors are subject to confirmation from the parties.

3. No Interest has been provided for the year on loans & advances made by the Company during the year

in many cases.


- 35 -

4. Estimated Amount of Contracts Remaining to be executed on Capital Accounts and not provide for Rs. NIL.

5. Additional information Pursuant to the Provision of Paragraph 3, 4C and 4D of part II of the Schedule VI

of the Companies Act, 1956.

A. Particulars of Purchase, Turnover and Stock of Goods traded in – B. Other additional information – NIL (Previous Year NIL) C. Earning & Expenditure in Foreign Currency – NIL ( Previous Year NIL)

6. Previous Year’s Figure have been Regrouped and rearrange wherever found necessary. Signature to the Schedule 1 to 18 forming part of the Balance Sheet & Profit & Loss Account.

As per our Report of even date For Lakhpat M Trivedi & Co. For Rashel Agrotech Limited Chartered Accountants Sd/‐ Sd/‐ Sd/‐ Lakhpat M Trivedi (Prem Ratan Bhutra) (Ramavtar Kankani) Proprietor Director Director M. No: 109047 Place : Mumbai Dated : 30.05.2013


- 36 -

Rashel Agrotech Limited Regd. Office : 124, Radio Colony, Indore (M.P.) – 452 001.

ATTENDANCE SLIP PLEASE FILL IN ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL. Joint shareholder may obtain additional slip on request. I hereby record my presence at 19th ANNUAL GENERAL MEETING of the Company held at 124, Radio Colony, Indore (M.P.) – 452 001 on 30th September, 2013 at 1.00 p.m. SIGNATURE OF THE ATTENDING MEMBER/PROXY * Applicable for investors holding shares in electronic form. ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐

Rashel Agrotech Limited Regd. Office : 124, Radio Colony, Indore (M.P.) – 452 001.

PROXY FORM I/We ………………………………… of …………………. in the district of ……….…….. being a Member/Members of the above‐named company, hereby appoint ……………………….. of …………………… in the district of ……………… or failing him ……………….. of …………………… in the district of ……………… as my/our Proxy to attend and vote for me/us and on my/our behalf at the 19th ANNUAL GENERAL MEETING of the Company held at 124, Radio Colony, Indore (M.P.) – 452 001 on 30th September, 2013 at 1.00 p.m. Signed this …. ……. …. day of. ... 2013

Affix 15 Paise or more Revenue Stamp

*Applicable for investors holding shares in electronic form. NOTE: The proxy in order to be effective should be duly stamped, completed and signed and must be deposited at the Registered Office of the Company not less than FORTYEIGHT HOURS before the time for holding the aforesaid meeting. The Proxy need not be a member of the Company.

D.P. Id*

D.P. Id*

Client Id*

Client Id*

Folio No.

Folio No.

No. of Share/(s) held

No. of Share/(s) held

NAME OF THE SHAREHOLDER: NAME OF THE PROXY:

Book – Post (Under Postal Certificate)

To, _______________________________________

_______________________________________

________________________________________

_______________________________________ If Undelivered please return to : RASHEL AGROTECH LIMITED 124, Radio Colony, Indore, (M.P), - 452 001.

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